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Corporate Political Speech

Our panel will discuss the consequences of Citizens United and look for corporate governance-based solutions to the problems it presents. Panelists will examine innovative responses to the decision through changes in shareholder voting procedures, proxies, disclosure and the definition of the fiduciary duties owed by corporate managers and directors.

About the Program

The Supreme Court of the United States’ 2010 decision in the Citizens United case expanded the influence of corporations in election campaigns. In its decision, the Court held that the First Amendment protects the right of companies to use unlimited amounts of corporate dollars to pay for advertisements advocating political points of view. We have seen the prominent role such financing has taken in the current Republican presidential primary contest through the millions of dollars spent on campaign ads by the various “independent” super PACs.

While the Court based the decision largely on its interpretation of the First Amendment, Citizens United also raises important questions regarding corporate governance. Shareholders have little influence over the decision to expend corporate funds through political giving and indeed might not even be aware that it is taking place. Further, the opinions expressed through such giving might not necessarily reflect the views of the shareholders themselves who would rather see the funds used for some other purpose. In extreme cases, the decision to donate to political causes might serve the individual interests of the officers and directors of the corporation but result in no apparent benefit to the corporation itself.

Our panel will discuss the consequences of Citizens United and look for corporate governance-based solutions to the problems it presents. Panelists will examine innovative responses to the decision through changes in shareholder voting procedures, proxies, disclosure and the definition of the fiduciary duties owed by corporate managers and directors.